Terms & Conditions

Legal & Regulatory

The following Standard Terms will apply to agreements for Services made with mVoice Pty Ltd (mVoice) A.B.N. 29 113 424 552 unless there is a specific agreement to vary or exclude them signed by mVoice and the Customer.

In addition to these terms, agreements for Services made with mVoice will include one or more Tariff Sheets relevant to the Services and one or more Application Forms completed by the Customer, or by mVoice, or by an approved mVoice Channel Partner on behalf of the Customer and accepted by mVoice in writing.

Agreement for Service
- 1.1. Making of the Agreement
  A legally binding agreement is made between mVoice and the Customer when mVoice accepts your Application Form for Services which may be completed and signed by you personally, submitted online or completed by mVoice on your behalf over the telephone. The person applying for the Service confirms to mVoice that they have full power and authority to do so on behalf of the Customer.
- 1.2. Period of Agreement
  Your agreement will commence from the date of installation or transfer of the Service from your existing Carrier and continue for the Term and after that continues until terminated by you or mVoice in the manner set out below. You should check any agreement you may have with an existing Carrier to make sure that you understand what effect transferring your Service will have.
- 1.3. Services Included
  mVoice's aim is to provide high quality Services to its Customers. Your agreement will extend to each of the Services listed on the Application Form and will be subject to the matters set out in the Special Conditions on the Application Form and on the Tariff Sheet identified on the Application Form. It will also include any new numbers or Services that you request in the future and that mVoice agrees to provide. You may also ask to change to a different Tariff Sheet in the future but only after any agreed fixed period has expired.
- 1.4. Additional Facilities
  mVoice can supply all of the additional facilities available on the telephone network generally at any time. The cost and terms of supply for any additional facilities will be explained to you at the time when you place an order. The cost of additional facilities may vary if mVoice's suppliers increase their charges.
- 1.5. Special Terms
  Special terms which will apply to equipment and Services supplied by mVoice appear in Schedules A, B and C.
- 1.6. Eligibility for Service
  You agree to hold a current Australian Business Number throughout the term of your agreement and are over the age of 18 years.
- 1.7. Secrecy & Passwords
  The Customer is responsible for maintaining the secrecy and confidentiality of all identification, passwords and log-in information required by the Customer to access the Services.
- 1.8. Credit Check
  You agree that mVoice may obtain from a credit reporting agency a credit report containing personal credit information about you in relation to assessing your mVoice Credit Application, and commercial credit provided by mVoice and exchange personal information about you from other credit providers, whose names may be named in a credit report and for the purpose of collecting overdue payments relating to commercial credit owed by you and continued maintenance of your mVoice account.
- 1.9. Administration
  Without prejudice to mVoice's rights under Clause10.1(b) if the Customer becomes or ceases to be an Eligible Company, then each time that you or the Administrator requests that mVoice continue to supply Services, mVoice may open one or more new accounts and may charge the new account holder an in place connection fee for each Service at the rate shown on mVoice's relevant Tariff Sheet for each such account.
- 1.10. Commissions
  mVoice may pay commissions to Channel Partners, buying groups or other introducers of business.
- 1.11. Caller Line Identification Presentation (CLIP)
  mVoice may at times route your call(s) via a carrier who does not support Caller Line Identification Presentation (CLIP) for reasons of network maintenance, server outage or other related reasons.
- 1.12. Emergency Services 000 Dialling
  Loss of Service Due to Power Failure, Internet Service Outage or Suspension by mVoice.
  
  You acknowledge and that:
  - the Service requires a functional broadband connection to the Internet;
  - the broadband service may not be provided by mVoice;
  - Loss of service will prevent all outbound calls including emergency 000 calls;
  In the event of power failure, termination of service by your Internet Service Provider, the mVoice Service will not function. You will continue to be billed for the Service unless and until you or mVoice terminate the Service in accordance with this Agreement.
Payment of Charges
- 2.1. To pay the Charges
  You agree to pay the Charges without any set-off or deduction on or before the due date as stated on the invoice by payment by bankers direct debit (or such other means as mVoice may accept) together with interest in respect of any payments that are not made by their due date at the rate provided in Clause 9.4. Additionally, if you fail to pay the Charges, and mVoice chooses to pass your account to a debt collection agency, you agree to be liable for any and all additional costs associated with this debt collection process.
- 2.2. Reconnection and other Fees
  Without prejudice to any other rights or remedies mVoice may have, mVoice will charge you a fee of $10.00 (including GST), or 5% of the outstanding balance (whichever is greater), if you do not pay the whole or any part of your bill by the date it falls due and may also charge you a reasonable reconnection fee for resuming the Services after they have been suspended or terminated as a result of your breach of your agreement.
- 2.3. Credit Limit
  mVoice will determine a monthly Credit Limit and subject to approval will extend the Credit Limit to the Customer for use of the Services. mVoice will notify the Customer by email prior to the Customer reaching their Credit Limit. If at any time the unpaid charges for the Services (whether invoiced or not) exceed the Credit Limit (as designated by mVoice from time to time), mVoice may immediately suspend or terminate any or all of the Services without the need for any further notice to be provided to the Customer.
- 2.4. Credit Cards
  mVoice may apply a surcharge of up to 3% if you pay your bill by credit card depending on which card you use.
- 2.5. Non Payment
  If you fail to pay any bill by its due date then you will forfeit the benefit of the relevant Reward Program that you would otherwise have been entitled to in respect of that month or any discount to which you would otherwise have been entitled.
- 2.6. Dishonoured Cheques or Direct Debit drawing
  Dishonoured cheques or direct debit drawings will incur a $30.00 (including GST) administration fee.
Other Obligations to mVoice
- 3.1. Provide Security
  If requested to do so by mVoice you will deposit with mVoice on account of future Charges a sum equal to the amount that mVoice estimates you are likely to incur for the Services in any forthcoming period and mVoice may retain that sum as security for your future payments for so long as mVoice considers it necessary to do so. Alternatively mVoice may require that you provide one or more Guarantees of payment of the Charges.
- 3.2. Illegal and Immoral Purposes
  You agree not to use the Services in an illegal or immoral way or so as to cause nuisance or annoyance to any other person and at all times to comply with mVoice's Fair Use Policy. You further agree that you will not make life threatening or unwelcome calls to any other person.
- 3.3. Supply Information
  You must inform mVoice if there is any change of ownership or control of the Customer or if any events occur which may prevent or inhibit you from paying your bills or if you become insolvent or if any directors or partners of or in the Customer are convicted of any crime.
- 3.4. Former Carrier
  You will pay all charges levied by your former Carrier up to the time when your Services are transferred to mVoice and indemnify mVoice against any claims or losses arising from the transfer of your Service.
- 3.5. Transfer to a new Carrier
  - If you decide to transfer to a new Carrier you will pay mVoice all moneys due to mVoice under the terms of your agreement with mVoice before doing so;
  - If you would like to transfer your services or those provided to you by mVoice to another Provider, you will need to contact the other Provider to pursue this; and
  - mVoice reserves the right to charge a fee for porting your telephone number to or from mVoice. Not all numbers can be ported to or from mVoice, and the right is reserved for mVoice to reject any porting request.
Number Portability
- 4.1. No Guarantee of Portability
  mVoice provides no guarantee that it can port your telephone number to or from your current Service Provider or within any specified timeframe:
  - Number Portability or Direct In-Dial ranges is supported in most instances however some number ranges are locked to certain carriers and cannot be ported from mVoice to another carrier;
  - Only your telephone number will be transferred to mVoice. This may result in the loss of any Services that are attached or associated with the service provided by your existing Service Provider (e.g., Duet services, Line hunt, Voicemail, Digital Subscriber Line);
  - You may not be able to port your number if moving to a different geographical location; and
  - The Porting of your 1800 or 13/1300/1800 service will be conducted in conjunction with Industry Numbering Management Services Ltd (INMS).
- 4.2. Number Portability Rejections
  - In the event that you nominate an incorrect customer name, losing carrier name or account number on a porting form your application may be rejected, your application to port will be delayed and port rejection fees will apply. Your current Service Provider may reject a port request if the information you provide is incorrect or does not match the data held by them. In this case you authorise mVoice to correct the information and resubmit the request to port your telephone number or dispute the rejection by your current Service Provider;
  - In the event that add-on services are attached to a telephone line nominated for porting to mVoice your application may be rejected, your application to port will be delayed and port rejection fees will apply. Add-on services are: Line Hunt, Duet Services, Rotary Group Services, EFTPOS, Broadband, Messagebank services and Facsimile services. These services must be removed from the nominated telephone line for the port to occur.
  - In the event of a port rejection, withdrawal or reversal, mVoice is not responsible for any period of outage. mVoice accepts no responsibility for any loss of income or business as a result of a port being rejected; and
  - Telephone numbers can only be ported to mVoice whilst the account with the losing Provider is active. A telephone number associated with a suspended or disconnected account with your current Service Provider cannot be ported and any associated porting requests will be rejected.
Plans
- 5.1. Tariff Sheets
  The plans available from mVoice are described on a number of different Tariff Sheets that you can obtain from mVoice's offices, website, sales outlets, Channel Partners, or by asking mVoice to send them to you by post, fax or e-mail.
- 5.2. Changes to Plans
  mVoice may change the nature of its plans and/or increase the rates shown on its Tariff Sheets from time to time. If these changes affect you mVoice will give you 21 days prior notice of the change and you may cancel your agreement during the period of 42 days of receiving such notice subject only to payment in full of all Charges and costs incurred prior to the cancellation taking effect.
- 5.3. Terms that Apply to all Plans
  The following terms apply to all of mVoice's plans save where the contrary is stated on the relevant Tariff Sheet: -
  - Rates are quoted in Australian $ per minute; with
  - The minimum charge for a connected call being 1 cent.
  - Rates quoted are inclusive of GST.
- 5.4. Fixed Terms
  For certain Services the relevant Tariff Sheet may specify a minimum Term and you will only receive the relevant rate during the Term and whilst using a telephone system or telecommunications equipment that has been pre-programmed by mVoice.
- 5.5. Termination of Other Fixed Terms
  - If there is a fixed monthly charge for the Service under a fixed Term then mVoice will bill out any unexpired period at the specified rate as soon as it is aware that termination will take place.
  - If you terminate your fixed Term agreement in accordance with Clause 11.2 and such termination would result in your agreement coming to an end prior to the end of the Term you shall pay to mVoice a termination payment equal to:
Included Call plans
- 6.1. Fair Use Policy
  Included Call Plans are offered to 'standard small to medium sized business' and in conjunction with mVoice's Fair Use Policy;
- 6.2. Normal Business
  A 'standard small to medium sized business' is defined as a business that engages in normal trading activities, during standard business hours applicable to businesses located within their geographic region;
- 6.3. Standard Calls
  Standard Calls are:
  - Calls to Australian landline phone numbers (Local and national calls); and
  - Calls to Australian Mobile Networks.
- 6.4. What's not included as a 'Standard Call'
  - Calls to 1300 or 13 numbers;
  - Calls to operator or directory assistance numbers;
  - Calls to International or Satellite numbers;
  - Calls to Norfolk Island, Christmas Island, Cocos (Keeling) Island and Lord Howe Island;
  - Free Inter mVoice network phone dialling; and
  - Free calls to 1800 numbers.
Reward Programs
- 7.1. General
  mVoice may offer Reward Programs and with mVoice's prior approval you may choose one of those identified as available on the Tariff Sheet for your Services and change this selection by giving at least 14 days notice to mVoice to take effect no earlier than at the commencement of your next Billing Period.
- 7.2. Benefit
  Under the terms of mVoice's Reward Programs, the amount of your Eligible Charges in each Billing Period will entitle you to a credit for the maximum amount (if any) and at the rate shown on the Tariff Sheet and/or Application Forms for your Services in the next Billing Period to spend at mVoice's authorised redemption partners.
- 7.3. Program Cards
  If you are issued with a debit card to draw upon credits earned, the card will be issued subject to the terms and conditions imposed by the card issuer, a copy of which will be provided when you request entry into that program and will be sent to you with the relevant card.
Billing
- 8.1. Regular Bills
  We will aim to bill you once each month for Charges for Services used by you subject to mVoice's right to bill you on termination. Any Charges that we carry forward and do not bill at that time can be billed by us within 190 days from when the charge was incurred by you. You will be sent an emailed copy of your bill but you can also access it by logging on to the mVoice Website.
- 8.2. Format of Bills
  All of our bills are itemised and designed to be easy for you to understand. If you need clarification of any entries on your bill you should contact us as soon as possible and in any event before the time for paying the bill has expired.
- 8.3. Disputes
  If you dispute any item on your bill you must pay the whole of the bill including the disputed balance within the time fixed for payment and mVoice will refund any amounts that it agrees should not have been charged if it is established to mVoice's reasonable satisfaction that you are not liable for the same.
Extent of mVoice's liability to you
- 9.1. Basic Principal
  Unless it may not do so because of the principles of an Industry Code or by the general law or the regulations of ACMA or a body competent to impose such controls, whilst mVoice will use all reasonable care in providing the Services, mVoice accepts no responsibility for any loss or damage of any nature relating to the same in any way.
- 9.2. Customer Service Guarantee Waiver
  To allow us to offer you competitive pricing whilst maintaining a high standard of customer support you agree to waive certain rights you have under the Customer Service Guarantee (CSG) also known as Telecommunications (Customer Service Guarantee) Standard 2000 (No. 2). By using mVoice's Services you will be deemed to have waived your rights under the CSG, unless you notify us within 7 days of submitting your Application for Services that you no longer wish to waive those rights. If you notify us with the 7 day period, we may refuse to accept your Application for Services.
- 9.3. Emergency Services 000 Dialling
  You acknowledge that mVoice's liability is limited for any Service outage and inability to dial 000 or to access emergency services.
- 9.4. Maximum Liability
  If the principles of an Industry Code or the general law or the regulations of ACMA or a body competent to impose such controls require mVoice to take responsibility for any loss or damage, then such responsibility will be limited to one of the following at mVoice's option:
  - the replacement or repair of the relevant goods or the supply of equivalent goods; or
  - the payment of the cost of replacing the goods or of acquiring equivalent goods; or
  - the supply of the relevant Services again or the payment of the cost of having the Services supplied again.
- 9.5. Consequential Loss
  mVoice will never be responsible for lost profits or opportunities or for pure economic loss.
- 9.6. Causes Outside of mVoice's Control
  mVoice will not be liable to you in any event where provision of the Services is inhibited or prevented by any cause outside of mVoice's reasonable control.
- 9.7. Codes of Practice
  mVoice will apply the Industry Codes and the Internet Industry Privacy Code of Practice if inconsistent with the terms hereof.
Extent of your liability to mVoice
- 10.1. Damages
  If you fail to abide by the terms of your agreement you must compensate mVoice for any loss that it suffers as a result.
- 10.2. Indemnity
  If you fail to abide by the terms of your agreement, in addition to meeting any claims that mVoice may bring against you, you will take responsibility for and hold mVoice harmless from any liability to mVoice arising as a result of such failure as well as any sums by way of indemnity legal and other costs, charges and expenses mVoice may incur as a result of such matters.
- 10.3. Authority
  You authorise mVoice to make any payments or to comply with any demands in respect of such failures by you, without any reference to or further authority from you, and you agree that any such payment shall be binding on you.
Termination and Suspension
- 11.1. By mVoice
  mVoice may:
  - Bring your agreement to an end at any time (other than during an agreed fixed period) on giving 30 days prior notice in writing and without giving any reason for doing so subject to refunding any unexpired pre-paid credit to you.
  - Bring your agreement to an end or suspend the Services without notice if it has reasonable grounds to suspect that you will not meet present or future Charges payable to mVoice and it has taken reasonable steps to bring this to your notice.
  - Terminate your agreement or suspend the Services if you are in material breach of your agreement or fail to pay any Charges that are due for payment.
  - Suspend the supply of the Services for a reasonable period for operational reasons.
  - Suspend the supply of the Services if you are nearing or exceed your approved Credit Limit.
  - Suspend the supply of the Services if it has reasonable grounds for suspecting fraud or illegal conduct in relation to the Services.
  - Suspend the supply of the Services in case of emergency.
  - Terminate your agreement or limit or vary performance of its obligations or intercept the Services in order to comply with legislation or regulatory requirements or the order of a competent court or agency.
- 11.2. By You
  You may by written notice to mVoice and signed by the Customer:
  - terminate your agreement during the period of 42 days after receiving notice of increase of Charges under Clause 4.2 subject only to payment in full of all Charges and costs incurred prior to the effective date of termination;
  - terminate your agreement at any time by giving 30 days prior notice to mVoice expiring at the end of a Billing Period.
- 11.3. Consequences of Termination
  Any balance accrued due to you but undrawn under any Reward Program will be cancelled if you terminate your agreement.
Disputes
- 12.1. What you should do
  If you are unhappy with the Services or with any actions taken by mVoice you should give notice of this to mVoice of this in accordance with Clause 15.
- 12.2. Action to be taken
  Both you and mVoice's complaints officer must take all reasonable steps to discuss the matter and seek to resolve the same within 21 days.
- 12.3. Telecommunications Industry Ombudsman
  You agree not to refer any matter to the Telecommunications Industry Ombudsman until you have exhausted the previous steps outlined in this Clause 12 in a genuine attempt to resolve the matter and have complied with Clause 8.3
Privacy
- 13.1. Collection of Information About You
  It is necessary for mVoice to collect information about you for the purposes of operating the Services, complying with the Integrated Public Number Database (IPND) and also for the purposes of billing you and assessing and controlling credit risk including collecting unpaid accounts. Information may also be used for statistical purposes and for considering business efficiency and also for advertising and marketing purposes. A copy of our Privacy Statement is available on our website.
- 13.2. Who May Access the Information
  Access to the information that mVoice collects is available to you (subject to the limitations referred to in the Privacy Act 1988 (Cth)) but is otherwise restricted to mVoice's staff who need access to it for the purposes of carrying out their duties. It may also be passed to: -
  - Carriers or resellers of Carrier services or other suppliers to mVoice in connection with provision of the Services;
  - Credit reference agencies used by mVoice in assessing credit risk or notifying default; and
  - Solicitors or debt collection agencies retained by mVoice to collect unpaid accounts.
- 13.3. Consequences of Refusing to Provide Information
  mVoice will not enter into an agreement with you unless you agree to the provision and use of your personal information in this way.
Variations
- 14.1. Terms and Conditions
  mVoice may make changes to these terms and conditions from time to time by altering the version available on the mVoice Website.
- 14.2. Plans
  mVoice may also alter its plans from time to time but if it alters the plan relevant to your Services you will be notified in accordance with Clause 4.2.
- 14.3. Application Form
  The terms contained in the Application Form may only be varied in writing and signed by you or your nominated mVoice Channel Partner and mVoice.
Notices
- 15.1. Address for service
  Notices should be given in writing to mVoice or the Customer to the address, fax number or e-mail address shown on the Application Form unless new contact details have been notified by either Party to the other prior to service of the notice.
- 15.2. Deemed Delivery
  mVoice will be entitled to treat any notice as duly served if either:
  - it is sent by post and is not returned as undeliverable by Australia Post; or
  - if sent by fax and the fax is successfully transmitted to the correct number; or
  - if sent by e-mail and the e-mail is not rejected by the system within 7 days after despatch.
- 15.3. Complaints officer
  Notices to mVoice's complaints officer must be in writing, clearly addressed to 'The Complaints Officer' and sent to mVoice at mVoice's address shown on the Application Form or any new address notified to you by mVoice from time to time by Registered Post or delivered by hand to that address.
General
- 16.1. Applicable Law
  Your agreement is subject to the laws of, and the parties irrevocably submit to the exclusive jurisdiction of the courts of the State of Victoria or the courts of the State in which you reside if that is different. Each Party waives its rights to claim that any action brought in that State is brought in the wrong or an inconvenient forum.
- 16.2. Waiver
  - A failure or delay in exercise, or partial exercise, of a right arising from a breach of any provision of these terms and conditions is not to be regarded as, and cannot be relied upon as, a waiver of that right or an election not to exercise that right.
  - No waiver or consent given by a Party may be construed as providing a waiver or consent in respect of any circumstances other than those strictly falling within the terms of the waiver or consent.
- 16.3. Assignment
  - Your agreement may be assigned by mVoice without the need for consent by you.
  - Your agreement may not be assigned or novated in whole or in part by you.
- 16.4. Severability
  If any provision of these terms and conditions is invalid or void and is not enforceable in accordance with its terms, that provision is severed and all other provisions of these terms and conditions which are self-sustaining and capable of separate enforcement without regard to the severed provision, are and continue to be valid and enforceable in accordance with their terms.

SCHEDULE A ????????? Terms relating to the supply of Equipment and Technical Support Services

Specifications
- 1.1. Substitution
  mVoice may substitute any component of the Equipment for Supply or part of any component of the Equipment for Supply prior to delivery without consultation with the Customer and may in any other respect modify the Equipment for Supply if, in the reasonable opinion of mVoice, the said substitution or modification:
  - will not adversely affect the performance or capacity of the Equipment for Supply;
  - will not alter the configuration of the Equipment for Supply in any material respect; and
  - will not otherwise materially affect the obligations of mVoice or prejudice the rights of the Customer.
- 1.2. Notice
  If a substitution or modification is made under Clause 1.1 of this Schedule, mVoice shall notify the Customer on or prior to delivery.
Operating Manuals
- 2.1. Copies
  mVoice shall provide the Customer with such number of copies of each of the Operating Manuals as mVoice determines acting reasonably.
Site Preparation
- 3.1. Access
  The Customer shall at its own expense prepare the Site, and access to the Site, prior to delivery. In so doing, the Customer shall comply with any directions or specifications issued by mVoice.
- 3.2. Facilities
  Without limiting the foregoing, the Customer shall ensure the supply of:
  - adequate electric current;
  - adequate electrical and mechanical fittings; and
  - appropriate environmental conditions.
- 3.3. Delay
  If mVoice delays delivery of installation of the Equipment for Supply due to inadequate preparation of the Site or access to the Site, the Customer shall be liable to mVoice for all reasonable costs and expenses incurred by mVoice directly or indirectly as a result of such delay.
Delivery
- 4.1. Additional Charges
  mVoice reserves the right to levy additional delivery charges where the actual shipping fees exceed those estimated when arranging for dispatch.
- 4.2. Customer Attendance
  mVoice reserves the right to levy additional delivery charges if no one is in attendance at the delivery address at the time of delivery or when multiple attempts are made to deliver the goods.
- 4.3. Packing Materials
  Packing materials remain the property of mVoice and shall be removed or otherwise disposed of at the sole discretion and direction of mVoice.
- 4.4. Passing of Risk
  You are responsible for obtaining the goods, accepting deliverey. We are taken to have delivered them to you and you are taken to have accepted them when you obtain the goods.
Installation
- 5.1. Timing
  TmVoice shall install the Equipment for Supply at the Site on the Installation Date. In the absence of agreement to the contrary, the installation shall be effected during mVoice's Normal Business Hours
- 5.2. Assistance
  The Customer shall provide mVoice with such assistance, including the provision of personnel and facilities, as mVoice reasonably considers necessary to ensure satisfactory installation of the Equipment for Supply. The Customer shall ensure mVoice is granted all reasonable access, including necessary security clearances, for the purposes of complying with this Clause.
- 5.3. Early Installation
  If mVoice requests permission to install the Equipment for Supply prior to the Installation Date, the Customer shall use its best endeavours to prepare the Site and do all other things necessary to comply with the request and to accommodate early installation.
Training
The price of the Equipment for Supply does not include a training fee unless specified by mVoice in the quotation. mVoice may provide additional training in the use of the Equipment for Supply, if requested by the Customer, subject to payment of an Additional Charge.
Warranties ????????? Equipment for Supply
- 7.1. New Equipment
  mVoice warrants that the Equipment for Supply is newly manufactured unless otherwise specified.
- 7.2. Defects
  mVoice warrants that at the date of supply it believes the Equipment for Supply to be free from defects in materials and workmanship.
- 7.3. Warranty Period
  The Customer may during the Warranty Period notify mVoice in writing of any defect or suspected defect in the Equipment for Supply. mVoice shall, to the extent necessary, inspect, replace or repair the Equipment for Supply at no Additional Charge and as soon as practicable after receiving notice from the Customer pursuant to Clause 7 of this Schedule.
- 7.4. Exclusions
  mVoice shall not be liable under Clause 7 of this Schedule if the defect is the result of:
  - improper use or mismanagement by the Customer;
  - operation of the Equipment for Supply other than in accordance with the Operating Manual;
  - use of the Equipment for Supply in a manner not reasonably contemplated by mVoice;
  - modification of the Equipment for Supply not authorised by mVoice;
  - use of the Equipment for Supply in a manner contrary to law;
  - subjection of the Equipment for Supply to unusual or un-recommended physical, environmental or electrical stress;
  - reinstallation or moving of the Equipment for Supply by a person other than mVoice;
  - use of the Equipment for Supply by a person other than the Customer;
  - the Customer's failure to comply with its obligations to mVoice;
  - the Customer's failure or refusal to install engineering changes or enhancements recommended by mVoice; or
  - the serial number being removed or defaced.
- 7.5. Excluded Equipment
  mVoice shall have no obligation under this Clause in respect of Equipment for Supply designated in the Application Form as being excluded from warranty coverage.
- 7.6. Charges
  If the Customer provides notice of a defect or suspected defect pursuant to Clause 7 of this Schedule and any subsequent inspection by mVoice reveals no further obligation on mVoice, the direct and indirect costs and expenses associated with such inspection shall be borne by the Customer.
Technical Support
- 8.1. Where Provided
  mVoice shall perform Technical Support on-site or off-site, according to mVoice's opinion as to the most practicable means of effecting the relevant Services for an Additional Charge unless specified in mVoice's quotation.
- 8.2. Timing
  Upon receipt of a request for Technical Support, mVoice shall use reasonable endeavours to provide a Technical Support engineer in person or by telephone as soon as reasonably practicable.
- 8.3. Notice
  mVoice will not be liable to perform Technical Support to remedy a defect in the Equipment for Supply if it has not received a written request from the Customer to carry out such Technical Support within two (2) days after the defect was discovered or ought reasonably to have been discovered by the Customer (whichever is the earlier).
Hazardous Conditions
- 9.1. Customer's Duties
  The Customer shall take all reasonable measures to anticipate and avoid the creation of hazardous conditions which may jeopardise the safety of any personnel responsible for providing the Technical Support Services.
- 9.2. Changes
  In addition to and notwithstanding Clause 9.1 of this Schedule, the Customer shall, if reasonably requested by mVoice, install such engineering changes or take such other measures as may be necessary to remove hazardous conditions detected by either Party.
- 9.3. mVoice's Rights
  In the event a hazardous condition is detected by either Party, mVoice may discontinue providing the Technical Support Service until such hazardous conditions have been removed.
Access
- 10.1. Customer's Duties
  The Customer shall ensure mVoice's Technical Support personnel have full and safe access at all reasonable times for the purpose of providing the Technical Support Services. The Customer shall also ensure that such access conforms with any specifications issued by mVoice from time to time.
- 10.2. Areas
  The access referred to in Clause 10.1 of this Schedule includes access to:
  - storage areas;
  - such areas as are reasonably required by mVoice to carry out the Technical Support Services; and
  - suitable vehicle parking areas for mVoice's Technical Support personnel.
- 10.3. Facilities
  Areas referred to in Clause 10.2 of this Schedule include, but are not limited to, unhampered working facilities, adequate light, heat and ventilation and suitable electric current outlet for testing purposes.
- 10.4. Escort
  If reasonably requested by mVoice, the Customer must provide a suitably qualified or informed representative to accompany mVoice's personnel and to provide such advice or assistance to those personnel as may be necessary in order to enable mVoice to effectively perform the Technical Support Services.
Customer Records
- 11.1. Records
  The Customer shall keep such records relating to the use and performance of the Equipment for Supply as may be directed by mVoice from time to time.
- 11.2. Access
  The Customer shall permit mVoice to have access to such records at all reasonable times including, but not limited to, all periods during which the Technical Support Services are being performed or during which preparations are being made for the Technical Support Services to be performed.
Technical Support Charges
- 12.1. Travel Allowance
  If the Site is located at a distance in excess of fifty (50) kilometres from mVoice's Service Centre, mVoice may make an Additional Charge in respect of the Technical Support Services for the time and travelling expenses of its Technical Support personnel in respect of travel beyond that fifty (50) kilometre limit to and from the Site.
Title
- 13.1. Reservation of Title
  Title in the Equipment for Supply will pass to the Customer upon full payment of the price, any Additional Charges and any interest due to mVoice in respect of the supply of the Equipment for Supply.
Risk
- 14.1. Passing of Risk
  mVoice may make changes to these terms and conditions from time to time by altering the version available on the mVoice Website.
- 14.2. Safekeeping
  Between the delivery of the Equipment for Supply to the Site and the passing of title, the Customer shall insure the Equipment for Supply with a reputable insurance company in favour of mVoice in an amount equal to its replacement cost against all risks of loss or damage due to any cause.
Intellectual Property Rights
- 15.1. Customer Duties
  The Customer shall:
  - notify mVoice in writing as soon as practicable of any infringement, suspected infringement or alleged infringement of any third party rights;
  - give mVoice the option to conduct the defence of such a claim, including negotiations for settlement or compromise prior to the institution of legal proceedings;
  - provide mVoice with reasonable assistance in conducting the defence of such a claim; or/and
  - permit mVoice to modify, alter or substitute the infringing part of the Equipment for Supply at its own expense in order to avoid continuing infringement, or authorises mVoice to procure for the Customer the authority to continue the use and possession of the infringing Equipment for Supply.
- 15.2. Prohibitions
  The Customer shall not:
  - use the Equipment for Supply in combination by any means and in any form with other goods not specifically approved by mVoice;
  - use the Equipment for Supply in a manner or for a purpose not reasonably contemplated or not authorised by mVoice;
  - modify or alter the Equipment for Supply without the prior written consent of mVoice; or
  - enter into any transaction relating to the Equipment for Supply without mVoice's prior consent in writing.
- 15.3. Defence
  In the event that proceedings are brought or threatened by a third party against the Customer alleging that the Customer's use of the Equipment for Supply constitutes an infringement of Intellectual Property Rights, mVoice may at its option and at its own expense conduct the defence of such proceedings. The Customer shall provide all necessary co-operation, information and assistance to mVoice in the conduct of the defence of such proceedings.
- 15.4. Indemnity
  The Customer shall indemnify mVoice against any loss, costs, expenses, demands or liability, whether direct or indirect, arising out of a claim by a third party alleging such infringement if:
  - the claim arises from an event specified in Clause 15.2 of this Schedule; or
  - the ability of mVoice to defend the claim has been prejudiced by the failure of the Customer to comply with any requirements of Clauses 15.1 or 15.3 of this Schedule.
Sub-Contractors
- 16.1. Sub-Contracting Permitted
  mVoice may sub-contract for the performance of its obligations.
- 16.2. Use of Individuals
  mVoice may, without the consent of the Customer, engage individuals on a sub-contract or consultancy basis, whether or not operating under a corporate structure, to assist in the provision of Services to the Customer.

SCHEDULE B - Terms relating to the Rental of Equipment for Supply

Ownership and Interest
- 1.1. Title
  Title in any Equipment for Supply whether original, repaired or replaced will vest in or remain with mVoice until paid for in full. You only have a right to use them. Any replacement part or addition is part of the Equipment for Supply and becomes our property. In addition:
  - You must protect our interest in the goods (including making clear to others that we own them) and tell us if any person makes a claim which is inconsistent with our rights and interest in the goods. You must not place, or allow to be placed, on the goods any plates or marks inconsistent with our ownership;
  - You bear all risk of loss arising in connection with the installation, possession, use, storage, maintenance and repair of the goods (including claims of injury);
  - You must not part with possession of the goods; assign, or dispose of your rights under this agreement; or grant or allow to exist any security or other interest over the goods or this agreement;
  - We may transfer or give any person any security or other interest in the goods and/or this agreement without your consent;
Location, Use and Maintenance
- 2.1. Location of Equipment for Supply
  You must not change your business or postal address or the place where the goods are used or ordinarily kept without advising us in writing. We may enter any place where the Equipment for Supply are located to inspect and test the equipment, find out whether you are complying with this agreement, or carry out our rights under this agreement. If you do not return the Equipment for Supply when you are required to under this agreement, we may enter the place where the goods are and take possession of them without notice to you. If the goods are not kept on your premises you must get all necessary consents from the owner, occupier or mortgagee of the premises for us to do these things;
- 2.2. Use of Equipment for Supply
  You must use the goods only in your business operations and for the purpose for which they are designed; and
  - You must ensure that the goods are used in accordance with the supplier's specifications, in compliance with all laws that apply to them or their use, and by suitably qualified operators. You must ensure that the goods are serviced and maintained in accordance with the supplier's specifications, and our or the insurer's requirements. You must do all things necessary to maintain the supplier's warranties, take proper care of the goods and keep them in good working order and in good repair (fair wear and tear excepted);
  - You must keep detailed maintenance records, log books and other records customarily maintained for the goods and give us a copy of them if we ask;
Loss or Damage
- 3.1. Your Costs
  You must, at your cost, protect the Equipment for Supply from loss or damage.
- 3.2. Impractical Repair
  If any of the goods are stolen, lost, destroyed, damaged or impaired to such an extent that we or the insurer decides that repair is impractical or uneconomic, you must immediately notify us and pay us on the next payment date or, if earlier, within 28 days after any of those things happen, the termination value of the affected goods on that date plus the present residual value of the affected goods (less any money we have received from the insurer or any other person because those things happened). This amount is payable in addition to any other amounts due but unpaid or payable on that date (including break costs under clause 5(d));
- 3.3. Amounts Payable by Your Insurer
  We are entitled to receive all amounts which are payable by the insurer or any other person to you. If we receive such amounts after you have paid us the amount under clause 3.2, we will refund to you, up to the amount you paid us, the amount we receive less all money then payable by you to us;
Rent Installments, Costs, Taxes and Other Amounts
You must pay us the rent instalments without any set-off or deduction on or before the due date as stated on the invoice by payment by banker's direct debit (or such other means as mVoice may accept). The rent instalments and any fees paid under this agreement are not refundable; and
Indemnities
You indemnify us against liability, loss or costs (including on account of funds borrowed, contracted for or used to fund any amount payable by us in connection with our purchase of the goods or this agreement and consequential or economic loss) we suffer or incur in connection with:
Insurance
- 6.1. New Equipment
  From the date you obtain the goods until you return the goods to us, you must maintain insurance against:
  - loss or damage to the goods caused by fire, theft, accident or the other usual risks against which a prudent owner would insure goods of their kind or type for no less than the greater of the then market value or the replacement cost of the goods; and such other amount agreed by us;
  - public and other liability for bodily injury or damage to property arising in connection with the goods for no less than the amount notified by us; and
  - any other risk we require to protect our interest in the goods.
- 6.2.
  Each insurance policy must note our interest as owner of the goods, be on terms and for an amount satisfactory to us, and be with an insurer approved by us. You must give us a certified copy of each policy if we ask.
- 6.3.
  You must ensure that the insurance cover is not reduced or cancelled or varied in any material respect, and that nothing happens that could permit an insurer to decline a claim or refuse to meet a claim in part or in full. You must notify us if any of these things occur or if an insurance claim is refused in part or in full.
- 6.4.
  If we notify you, we may take over your rights to make, pursue or settle an insurance claim and you must comply with our directions. You must not enforce, conduct, settle or compromise claims under this agreement.
Your Other Duties and Obligations
- 7.1.
  If we ask, you must give us any information or document relating to the goods, this agreement, or your financial affairs, including financial statements.
- 7.2.
  You must ensure that:
  - you pay on time any amount due under this agreement and any other agreement with us;
  - you do not become insolvent;
  - you or any person who gives a security are or is not in default and you and that person gives us correct and not misleading information;
  - you do not sell or otherwise dispose of the whole or a major part of your undertaking or assets; and
  - your financial position does not deteriorate so that in our opinion your ability to meet your obligations under this agreement or any other agreement with us is materially adversely affected.
What happens at the End of the Term?
- 8.1.
  If you want to return the goods to us on the date specified as the end of the term in the Rental agreement schedule, you must notify us in writing at least 30 days before that date. If you do not so notify us, then you must continue to rent the goods in accordance with clause 8.2. If you do notify us and are to return the goods, you must, on the date at the end of the term which the goods are to be returned (or if that is not a business day, on the immediately preceding business day):
  - return the goods to us in good working order, good repair (fair wear and tear excepted), and as prescribed in the annexure marked "additional return conditions" to this agreement (if any), to a place we nominate
  - give us any certificates of insurance, instruction and service manuals and other documents relating to them; and
  - pay us any amount payable under this agreement.
- 8.2.
  If you do not notify us as required under clause 8.1 that you want to return the goods:
  - you must continue paying rent instalments (on a monthly basis) as if the date specified as the end of term in the Rental agreement schedule had not occurred and this agreement had not ended ("holding over period");
  - the terms of this agreement continue to apply during the holding over period, and references to the date which is the end of the term (howsoever described) are to be references to the last day of the holding over period; and
  - we can give notice to you at any time, to return the goods. Once we give that notice, you must return the goods to us on the next payment date and at that time; comply with clauses 8.1(a) to (c).
What happens if you Repudiate this Agreement?
- 9.1.
  The fundamental provisions of this agreement are that you must:
  - pay all money due on time and as required by this agreement; and
  - ensure all representations and warranties you make under this agreement are true and correct.
- 9.2.
  You will repudiate this agreement and we may terminate it by notice to you, or by taking or attempting to take possession of the goods without notice to you if:
  - you do not comply with the fundamental provisions of this agreement or your conduct indicates that you no longer intend to be bound by this agreement;
  - we believe you or a person who provides a security has acted fraudulently in connection with this agreement, any security, any other agreement with us, or any application for finance or other document we use to assess your credit worthiness;
  - you have repudiated any other agreement with us; or
  - any present or future monetary obligation of yours to us is not satisfied on time or becomes prematurely payable.
- 9.3.
  If we give you this notice of termination, you must immediately:
  - return the goods to us in good working order, and in good repair (fair wear and tear excepted) to a place we nominate;
  - give us any instruction manuals, other documents relating to them;
  - pay us the termination value for the goods calculated as at the day we notify, as liquidated damages for our loss of bargain. In addition to the termination value, you remain liable for additional amounts you may owe us under clauses 6(a) and (d) or otherwise under this Agreement; and
  - pay us all other amounts payable under this agreement.
- 9.4.
  We may take possession of the goods without terminating this agreement on your repudiation of it. Your obligations under this agreement continue as if the goods remained in your possession and we will not be taken to have accepted your repudiation (although we reserve the right to do so). We will be obliged to redeliver the goods to you only if you have paid all costs incurred by us in exercising our rights under this clause. We may terminate this agreement by notice to you after taking possession of the goods.
- 9.5.
  We may in our absolute discretion regard any breach by you under this agreement as a breach of any other agreement you have with us.
What happens when the Goods are Returned or Reposessed?
- 10.1.
  After any goods are returned to or repossessed by us, we may deal with the goods in our absolute discretion including selling or re renting the goods.
- 10.2.
  If the goods are returned or repossessed under clause 9, we must give you credit for the increased value of the goods returned to us as compared to the value of the goods which would have been returned to us at the end of the term of this agreement up to the termination value (less all costs we incur in selling or re-renting, and all amounts you owe under this agreement)
What you Acknowledge
- Records
  You acknowledge that:
  - you have not relied on our skill or judgment in deciding to enter into this agreement;
  - you are not a strata corporation within the meaning of any consumer credit legislation;
  - you have no connection with the supplier of the goods;
  - no option, promise, undertaking or representation has been given or made to you that you may purchase the goods at any time;
  - we have not made any representation or statements as to the accounting, legal or taxation treatment of this agreement and you have obtained your own advice in respect of such matters; and
  - we are not liable to you for any loss you suffer as a result of any payments under this agreement not being deductible under the Tax Act, or for any taxes, charges or imposts imposed on you as a result of your entering into this agreement.
- 11.2.
  You acknowledge that:
  - subject to clause 11.3(a), you alone are responsible for examining the goods before accepting them and for satisfying yourself about them, including compliance with their description, their condition, suitability and fitness for your purposes, the validity of any supplier's warranties, that there is no breach of any patent, copyright or other intellectual property;
  - unless stated otherwise in the schedule, the goods are new; and
  - subject to clause 11.3(c), we will not be liable to you or any other person for any loss or damage suffered in connection with any faults, defects or inadequacies in the goods.
- 11.3.
  You acknowledge that:
  - we have not made any representation, warranty or under taking about the condition or quality of the goods, their suitability or fitness for purpose or their safety except those implied by legislation including the Trade Practices Act 1974 (Cth) (to the extent it or other legislation applies and cannot be excluded);
  - to the full extent permitted by law, we are not liable for any injury to any person or loss or damage to property arising from the possession, operation or use of the goods (including any injury, loss or damage arising from our negligence); and
  - whether or not Division 2 of Part V of the Trade Practices Act 1974 or any law to a similar effect applies, our liability for anything in relation to the goods, their use, or their installation, including damage or economic loss to anyone, is limited as much as it can be. Whatever happens, our liability is limited in our discretion to either replacing the goods with the same or equivalent goods, or paying the cost of such a replacement, or repairing the goods or paying for their repair.
  - you declare that all the information you have given us is accurate and not misleading and that you are aware that we are relying on it.
- 11.4.
  Your acknowledgments take effect as representations and warranties to us. You acknowledge that we rely on them to enter into this agreement.
Exercise of Rights and Attorney
- 12.1.
  We may, in our own right or as attorney under clause 12.2:
  - do anything which should have been done by you under this agreement but which we consider you have not done properly;
  - complete or correct any details in the Rental agreement schedule or any other document which is connected to this document (including a direct debit authority), or make any amendment to such documents to accurately reflect or give effect to the terms of this agreement which you and we have agreed; and
  - sue for and recover any claims for loss or damage in relation to the goods under any insurance or otherwise, compromise any such claim in your name and/or ours, and give effectual releases and receipts in respect of any such claim.
- 12.2.
  Our rights and remedies under this agreement may be exercised by any of our directors, secretary, any of our employees whose job title includes the word "manager" or "legal" or "lawyer", or any other person we authorise.
- 12.3.
  As your attorneys, respectively, with the power to do anything which we consider to be desirable to give effect to this agreement, including the things referred to in clause 12.1. You indemnify each such attorney against any loss, damage, costs, or claim incurred or made and arising out of acting as your attorney.
- 12.4.
  We may exercise a right or remedy or give or refuse our consent in any way we consider appropriate, including by imposing conditions. If we do not exercise a right or remedy fully or at a given time, we can still exercise it later. We are not liable for any loss or damage caused by the exercise or attempted exercise of, failure to exercise, or delay in exercising, a right or remedy, whether or not caused by our negligence. Our rights and remedies under this agreement are in addition to any other rights or remedies given by law independently of this agreement.
- 12.5.
  Any termination of this agreement does not affect any right or remedy we have for amounts due to us which are unpaid.
Yield Protection and Trustee Provisions
- 13.1.
  You acknowledge that the rent instalments payable in connection with this agreement have been calculated on the basis that this agreement will not terminate before the end of the term and we will be entitled to claim a deduction for depreciation in respect of the goods under the Tax Act. You must take all steps necessary to ensure that we are able to claim the deduction for depreciation in respect of the goods.
- 13.2.
  You indemnify us against any loss (including any reduction in our overall effective rate of return, any taxes or penalties) if for any reason (other than our fault):
  - we are not entitled to the whole or any part of the deduction for the depreciation of the goods;
  - the annual depreciation percentage for the goods is varied from the annual depreciation percentage for the goods on which we base our calculation of the rent instalments;
  - the method of calculating the depreciation of the goods is varied from the method which we use for calculating the depreciation of the goods; or
  - any capital gains tax, GST or duty is or becomes payable by us in respect of this agreement or the goods; or
  - this agreement terminates before the date specified in the Rental agreement schedule as the end of the term. We can require you to satisfy this indemnity by increasing the rent instalments payable under this agreement upon giving you notice of our intention to do so.
- 13.3.
  Where it is agreed that the rent instalments are calculated on movements in market interest rates, then we may in our sole discretion and from time to time vary the rent instalments by notice in writing to you so that we continue to receive, at all times, the agreed margin over the indicative market interest rate which we and you agree would apply in this agreement.
- 13.4.
  If you are the trustee of a trust or settlement, unless we have agreed in writing to the contrary you make the following declarations as trustee of that trust or settlement:
  - this agreement is for the benefit of the trust;
  - you are the sole trustee of the trust;
  - you have authority to enter into this agreement;
  - you have the right to be fully indemnified out of trust assets for obligations incurred under this agreement; and
  - you enter into this agreement on your own behalf and in your capacity as trustee of that trust. You agree to ensure that nothing happens that would prevent you truthfully repeating these declarations (unless we consent to that thing happening).
General
- 14.1.
  We may set off any money we owe you against any money you owe us under this agreement or any other agreement or otherwise.
- 14.2.
  You must perform your obligations under this agreement within the time specified or if no time is specified, they must be performed promptly.
- 14.3.
  The indemnities in this agreement are continuing obligations, independent of your other obligations under this agreement. They continue even after this agreement ends. It is not necessary for us to incur expense or make payment before enforcing a right of indemnity under this agreement.
- 14.4.
  Any provision or right of this agreement may not be waived or varied except in writing, signed by the party or parties to be bound.
- 14.5.
  If a date for payment of money under this agreement is not a business day, the money must be paid on the preceding business day.
- 14.6.
  Any law that varies your obligations under this agreement is excluded to the extent allowed by law if it affects our rights or remedies adversely.
- 14.7.
  If we reasonably believe that you are or may be in breach of this agreement, we may appoint a person to investigate this. You must co-operate with and comply with every reasonable request made by this person. If you are or were in breach of this agreement during the investigation you must pay to us all costs in connection with the investigation.
- 14.8.
  You agree to our giving, or receiving out of money paid or payable by you under this agreement, fees or other monetary or non monetary remuneration (which may be calculated by taking into account the volume and/or value under this agreement) to or from any broker, agent, dealer, financier or other person who introduces you to us or us to you or to whom we introduce you.
- 14.9.
  We may enter into this agreement as agent for a Credit Provider or Principle in Relation to the rental of the goods to you under the Terms and Conditions for Rental Agreement.
- 14.10.
  You consent to us giving to each guarantor a copy of the Rental Agreement (whether signed or unsigned); and a copy of any notice sent to you under the Rental Agreement.
- 14.11.
  You acknowledge that any security given by you in favour of us will also secure your obligations under the Rental Agreement.
Software
If any Software has been funded or acquired by us in connection with this agreement, then:
- you hold the benefit of any licence or user rights in relation to the Software in trust for us;
- you may enjoy the benefit of the licence or user rights during the term;
- we make no representation or warranty regarding the Software or the terms or existence of any software licence;
- you cannot refuse to pay any rental instalments or make any other claim on us should the Software be defective or unsuitable; and
- you must return the Software to us with the goods at the expiration or early termination of this agreement.
Rental Agreement Guarantee
- 16.1.
  The guarantor unconditionally and irrevocably guarantees that the renter will pay us all amounts payable by the renter to us and the due and punctual performance by the renter of all its obligations to us under the rental agreement.
- 16.2.
  The guarantor unconditionally and irrevocably indemnifies us against any liability or loss we suffer or costs we incur in connection with the whole or any part of the amounts guaranteed by the guarantor not being recoverable under clause 1.1 from the guarantor for any reason, including, because of any legal limitation, disability or incapacity affecting the renter, or any other fact or circumstance. The indemnity in this clause 1.2 applies irrespective of whether the transactions relating to the amounts guaranteed or any of them are void, voidable, avoided, released, disclaimed or whether or not any of the matters referred to in this clause 1.2 were or ought to have been within our knowledge. The guarantor as principal renter agrees to pay us on demand a sum equal to the liability, loss or costs described in this clause 1.2.
Protection of Rights and Continuing Obligations
- 17.1.
  Rights given to us under this guarantee and the guarantor's liabilities under it are not affected by any act or omission by us or by anything else that might otherwise affect them under law or Otherwise, including:
  - the granting of time, other indulgence or concession to the renter;
  - any compounding, compromise, settlement, avoidance, disclaimer, release, abandonment, waiver, variation, relinquishment, renewal, assignment or novation of any of our rights against the renter or by any neglect or omission to enforce such rights; or
  - the death, mental or physical disability or insolvency of any person, including, the guarantor.
- 17.2.
  The guarantor waives all of its legal, equitable, statutory or other rights as surety.
- 17.3.
  The obligations of the guarantor under this guarantee are continuing obligations and continue even after the payment of all or part of the amounts guaranteed. If the guarantor is an individual, this guarantee will not be revoked by the guarantor's death.
Insolvency
If the renter becomes insolvent, the guarantor may not prove in the estate or winding up of the renter in competition with us. The guarantor authorises us to prove for all moneys which the guarantor has paid under this guarantee and to appropriate any moneys received until we have received all amounts payable to us in respect of the indebtedness of the renter to us.
General
- 19.1.
  This guarantee is governed by the law of Victoria. The guarantor submits to the non-exclusive jurisdiction of the courts of the State of Victoria and courts of appeal from them.
- 19.2.
  We may assign or otherwise deal with our rights under this guarantee in anyway we see fit and without the consent of any person including the guarantor or the renter. The guarantor may not assign or otherwise deal with its rights under this guarantee, or allow any interest in them to arise or be varied without our consent.
- 19.3.
  We may enter into this guarantee as principal or agent. If we enter into this guarantee as agent, a reference to us in the guarantee is a reference to us as agent for the principal for whom we enter into this guarantee and to the principal, and every obligation of the guarantor under this guarantee is for the benefit of us in our capacity as agent of the principal and for the principal directly.
- 19.4.
  Any present or future moratorium or legislation which operates to vary the obligations of the guarantor under this guarantee is excluded except to the extent such exclusion is prohibited or ineffective under law
- 19.5.
  This guarantee binds each person that executes the guarantee despite the fact that one or more of the guarantors may not have executed the guarantee.
- 19.6.
  If the guarantor is a trustee, it enters into this guarantee on its own behalf and as trustee of the relevant trust.
- 19.7.
  The guarantor agrees to notify us in writing if the guarantor changes its address.
- 19.8.
  The Guarantor acknowledges that any security given by the Guarantor in favour of us will also secure the Guarantor's obligations under the rental agreement.

SCHEDULE C - Terms relating to IP Network, Broadband, Fax and SMS Services

Provision of IP Network, Broadband, Fax and SMS Service
- 1.1. Provision of the Services
  mVoice shall provide the Customer with the IP Network, Broadband, Fax and SMS Service by such means and using such Service provider as mVoice determines from time to time.
- 1.2. Availability
  mVoice shall use reasonable endeavours to provide the IP Network, Broadband, Fax and SMS Service on a continuous basis during the Term and any renewed Term or continuing period during which the Customer uses the IP Network, Broadband, Fax and SMS Service with mVoice's consent. mVoice will inform the Customer if the IP Network, Broadband, Fax and SMS Service is unavailable for access by the Customer due to maintenance.
- 1.3. Log-in details
  mVoice shall provide the Customer with all identification and log-in information required for connection to the IP Network, Broadband, Fax and SMS Service.
- 1.4. Data
  mVoice may, at its discretion, retain and assess any data or information concerning the Customer's use of the IP Network, Broadband, Fax and SMS Service.
Access to the IP Network, Broadband, Fax and SMS Service
- 2.1. Equipment
  Save as stated on the Application Form, the Customer agrees to provide for itself the modem, computer, hardware, software and all other equipment required to access the IP Network, Broadband, Fax and SMS Service.
- 2.2. Assignment
  The rights and obligations of the Customer shall not be assigned, sold, delegated, alienated, transferred or otherwise disposed of in any way by the Customer.
- 2.3. Disclosure
  The Customer agrees not to disclose to any other person, corporation, entity or organisation any identification or log-in information, whether in use or not, nor any other confidential information relating to the IP Network, Broadband, Fax or SMS Service or mVoice.
- 2.4. Fees
  The Customer is liable for all fees resulting from use of the IP Network, Broadband, Fax or SMS Service accessed through the Customer's identification or log-in information, whether authorised by the Customer or not.
  
  Disclosure or loss of identification or log-in information that results in the incurring of fees or misuse of the IP Network, Broadband, Fax or SMS Service is the Customer's responsibility and any such occurrences should be immediately communicated to mVoice in writing. A bill presented by mVoice shall be deemed to be correct and prima facie evidence of all connection, access, usage and other fees contained therein.
- 2.5. Termination
  mVoice will erase the Customer's identification or log-in information within 7 days of the termination of this agreement or after a written request to do so from the Customer.
Use of the IP Network, Broadband, Fax and SMS Service
- 3.1. Use
  The Customer agrees to procure that all persons using the IP Network, Broadband, Fax or SMS Service comply with all directions pertaining to the access and use of the IP Network, Broadband, Fax or SMS Service granted to the Customer by mVoice, including, but not limited to, the Acceptable Use Policy.
- 3.2. Software
  The Customer warrants that in accessing and using the IP Network, Broadband, Fax or SMS Service it will only use software that it is legally entitled to use and that such use will not be a breach of copyright.
- 3.3. Content
  The Customer acknowledges that mVoice does not and cannot in any way supervise, edit or control the content and form of any information or data accessed through the IP Network, Broadband, Fax or SMS Service and mVoice shall not be held responsible in any way for any content or information accessed via the IP Network, Broadband, Fax or SMS Service.
- 3.4. Disclaimer
  mVoice disclaims all or any liability for any material on the Internet that the Customer finds offensive, upsetting, defamatory, personally offensive and in any way unsuitable for people under the age of eighteen (18).
- 3.5. Other Users
  The Customer will not act on or through the IP Network, Broadband, Fax or SMS Service so as to interfere with or disrupt any third parties, IP Network, Broadband, Fax or SMS Service providers, their computers, software or hardware. Such actions include, but are not limited to, the circulation of any unsolicited publicity or advertising material, propagation of computer worms and viruses, using the IP Network, Broadband, Fax or SMS Service to make an unauthorised access of any other computer accessible via the IP Network, Broadband Service, sending harassing, obscene, indecent, offensive or threatening electronic mail, forgery (or attempted forgery) of electronic mail messages and the placement, transmission or storage of any defamatory material on the Internet.
- 3.6. Spam
  The Customer agrees to comply with the requirements of the Spam Act 2003 (Cth) and to refrain from the bulk transmission of messages unless permitted by law. The Customer agrees to refrain from the bulk transmission of unsolicited electronic mail.
- 3.7. Illegal Use
  The Customer will not access, nor permit any other party to access, the IP Network, Broadband, Fax or SMS Service for any purpose or activity of an illegal, fraudulent or defamatory nature.
- 3.8. Intellectual Property
  The Customer will not reproduce, distribute, transmit, publish, copy, transfer or commercially exploit any information accessed through or received from the IP Network, Broadband, Fax or SMS Service that would be an infringement of any copyright, patent, trademark, design or other intellectual property right.
- 3.9. Back-Ups
  The Customer will prepare and maintain sufficient back-up files and data storage capacity for the Customer's data including electronic messages.
- 3.10. Training
  mVoice has no responsibility to provide training in the use of the IP Network, Broadband, Fax or SMS Service.
Withdrawal of Access
- 4.1. Default
  mVoice reserves the right to immediately, and without notice to the Customer, withdraw the Customer's access to the IP Network, Broadband, Fax or SMS Service if:
  - the Customer fails to pay any fees or other moneys due to mVoice including without limitation, any fees relevant to the connection, administration or usage of the IP Network, Broadband, Fax or SMS Service by the Customer;
  - the agreement between mVoice and the Customer is terminated for any reason;
  - the Customer misuses the IP Network, Broadband, Fax or SMS Service or fails to comply with the Customer's obligations as to the use and access of the IP Network, Broadband, Fax or SMS Service.

Glossary of Terms and Rules for Interpretation

Glossary

In these terms and conditions:

"ACMA" means the Australian Communications and Media Authority
"Acceptable Use Policy" means mVoice's acceptable use policy from time to time as published on the mVoice Website a copy of the current version of which is included in Schedule D;
"ACIF" means Australian Communications Industry Forum;
"Additional Charge" means a charge in accordance with mVoice's standard rates in effect from time to time;
"Administrator" means a liquidator, provisional liquidator, administrator of a company or deed of arrangement, or receiver and/or manager of an Eligible Company;
"Application Form" means the Application for Services completed by the Customer or by mVoice on behalf of the Customer;
"Billing Period" means the period chosen by mVoice for calculating your monthly Charges from time to time;
"Bill Statement" is a detailed statement of costs relating to Your usage of the mVoice Service for a defined period. It includes costs related to monthly access fees, call spend and other service usage for the period.
"Broadband" means the Broadband Service being a fast permanent broadband Internet connection using your telephone line or a specially installed digital network line or wireless fast broadband Internet connection using a mobile card and incidental data storage more fully described on the relevant Tariff Sheet. You can use your telephone line at the same time as the Internet;
"Business Hours" or "Business Day" are Monday ????????? Friday 9am ????????? 6pm Australian Eastern Standard Time, excluding Melbourne Metropolitan Public Holidays;
"Capped Calls" means fixed charge calls as described in Clause 6.2;
"Carrier" means the operator of a telephone services network;
"Channel Partner" means an individual or organisation that has been authorised and approved by mVoice to sell Equipment for Supply and Services and perform technical support on Equipment for Supply and Services provided by mVoice;
"Charges" means the cost of the Services (whoever the same have been used by) calculated at the rates shown in the relevant Tariff Sheet and Application Form as varied in accordance with these terms and conditions and any GST not included in the quoted price;
"Codec" compression/ decompression, is an algorithm that defines how your voice data is sent and received over the Service. Examples of codecs that mVoice use are: G. 711 (A-law and mu-law): 64kbps transfer, G.729A : 8kbps transfer;
"Costs" includes charges and expenses; and costs, charges and expenses in connection with legal and other advisers on a full indemnity basis; and repossession, storage, repair and inspection of the goods.
"Credit Limit" a maximum amount determined by mVoice and extended to the Customer for purchase of the Services;
"Customer" means the person named as such in the Application Form, the business entity using the Services from time to time and the person who has signed the Application Form as well;
"Direct Debit" is a payment deducted by mVoice from Your nominated bank account or credit card.
"Do Not Call Register" is a voluntary list that residential telephone users can subscribe to in order to opt out of certain telemarketing calls. It is prohibited for most telemarketers or telemarketing companies to call a number on the register without their explicit or inferred consent.
"Eligible Charges" means the amount that you incur by way of Charges in each month for local calls, long distance calls, calls to mobile telephones, international calls, inbound calls to 1800 or 1300 numbers, and recurring monthly Internet plan Charges;
"Eligible Company" means a company that is being wound-up, or has a provisional liquidator acting, or is under administration, or has executed a current deed of company arrangement, or it or its property is subject to receivership and/or external management;
"Equipment for Supply" means the goods, Services and training (if any) more particularly described in the quotation and/or Application Form, which are to be supplied by mVoice to the Customer;
"Excess Usage" means the charges that may be rendered to your account in respect of the services supplied above the call charges included in your Tariff plan;
"Goods" means the goods described in the Rental agreement schedule including any accessories supplied with or attached to the goods or any replacement parts or additions to such goods;
"GST" means any tax in the nature of a consumption tax, a goods and services tax, a value added tax or similar tax including, without limitation, any tax arising under the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and associated legislation.
"Guarantee" means a guarantee in writing from one or more guarantors acceptable to mVoice in such form as mVoice requires;
"Guarantor" means the person or persons named in the Rental agreement schedule as the guarantor, and if there is more than one, means each of them separately and every two or more of them jointly.
"Including" or "Such as" when introducing an example, does not limit the meaning of the words to which the example relates.
"Industry Code" means a code published by ACIF from time to time;
"Insolvent" means insolvent or insolvent under administration (each as defined in the Corporations Law), in receivership, in receivership and management, in liquidation, in provisional liquidation, wound up, administration, subject to any arrangement, assignment or composition or protected from any creditors under any statute or dissolved (other than to carry out a reconstruction while solvent), failure to comply with a statutory demand within the meaning of section459F(1) of the Corporations Law or otherwise unable to pay debts when they fall due.
"INMS" refers to Industry Numbering Management Services Ltd;
"IPND" refers to the Integrated Public Number Database;
"Installation Date" means the date (if any) specified in the Application Form for the installation of the Equipment for Supply;
"insolvent" or "insolvency" for a body corporate, means in liquidation, in provisional liquidation, wound up, administration, subject to any arrangement, assignment or composition or protected from any creditors under any statute or dissolved (other than to carry out a reconstruction while solvent), and for an individual, means bankruptcy, any assignment of property, arrangement or composition under bankruptcy legislation.
"Intellectual Property Rights" means copyright, trade mark, design, patent, semiconductor or circuit layout rights;
"Internet" means the world wide connection of computer networks providing for the transmittal of electronic mail, on-line information, information retrieval and file transfer protocol;
"ISP" means internet service provider;
"mVoice, us, we, our" means mVoice Voice & Data Pty. Ltd. A.B.N. 29 113 424 552 whose principal place of business is at Unit 2, 200 Turner Street Port Melbourne, Victoria 3206;
"mVoice Network" means any components of hardware and/or software used to supply our Service.
"mVoice's Normal Business Hours" means the normal hours during which mVoice is open for business, as specified on the mVoice Website from time to time;
"mVoice's Service Centre" means the site designated by mVoice from time to time from which mVoice can most conveniently and practicably provide off-site Technical Support Services and repairs;
"mVoice Website" means the web site at http://www.mvoice.com.au;
"Operating Manuals" means the documentation relevant to instruction in the use of the Equipment for Supply more particularly described in the Application Form;
"Options" means the customer options described on the relevant Tariff Sheet;
"Payable" in relation to an amount, means an amount which is currently payable or will or may be payable in the future.
"Person" includes an individual, a firm, a body corporate, an unincorporated association and an authority.
"Plan Access Fee" means a fixed minimum monthly fee paid to access a Tariff plan;
"Present residual value" means at the relevant time the residual value discounted at the rental rate.
"PSTN" means a public switched telephone network;
"Rental agreement" means the rental agreement between the renter and us formed by a rental agreement schedule and the terms and conditions for rental agreement.
"Rental rate" means the interest rate implicit in this agreement, as reasonably determined by us.
"Rent instalment" means the rent instalments specified in the schedule, and comprises rent, and applicable fees, taxes and duties, and without limitation, may include stamp duty and GST.
"Residual value" means the value of the goods (as determined by us in calculating the rent for the goods), as at the date on which the goods would be returned to us upon this agreement running its full term.
"Reward Programs" means the Reward Programs described on the relevant Tariff Sheets;
"Security" means any security interest or guarantee given in connection with this agreement.
"Services" means a telephone Service, Voice over IP telephone service, Broadband service, SMS Service at the charge rates and with the Options described in the relevant Tariff Sheets and any relevant Technical Support and Equipment for Supply;
"Site" means the location for delivery and installation of the Equipment for Supply as specified in the Application Form.
"SMS" means text messages sent on the short messaging service;
"SMS Service" means the SMS Service, being a service that allows you to send SMS messages via your computer more fully described in the relevant Tariff Sheet;
"Standard Terms" means the standard terms set out in these terms and conditions as varied from time to time;
"Supplier" in relation to the goods includes a manufacturer or dealer.
"Tariff Sheets" means the individual sheets produced by mVoice containing brief descriptions of rates and other charges payable and Options available in respect of the various Services packages that it offers to Customers;
"Tax Act" means Income Tax Assessment Act, 1936 (Cth) and the Income Tax Assessment Act 1997 (Cth).
"Technical Support Charges" means the charge for providing the Technical Support Services, as specified in the Tariff Sheet for your Services or if no such charge is specified then mVoice's standard rates from time to time;
"Technical Support Services" means telephone or on site support services;
"Telecommunications Industry Ombudsman" means the ombudsman established under the Telecommunications (Consumer Protection and Service Standards) Act 1999;
"Term" means any minimum period stated in the Application Form or any relevant Tariff Sheet;
"Termination value" for any of the goods on a day, means the present values on that day of the rent instalments (other than related stamp duty) which are still to fall due and which are attributable to those goods; The present value of an amount on a day is calculated by discounting that amount at the rental rate less 2% per annum;
"Warranty Period" means the period (if any) specified in the Application Form;
"We" means the person named as owner in the Rental agreement schedule; and
"You" and "Renter" and derivations from those words are references to the Customer and references to "Your Agreement" are references to the agreement between mVoice and the Customer.

Rules for the interpretation of these terms and conditions

In these terms and conditions unless the context otherwise requires:-

references to these terms and conditions are references to these terms and conditions and the Schedules;
references to Clauses and the Schedules are references to clauses of, and the schedules to, these terms and conditions;
references to Parties or to a Party shall be a reference to the parties or a party to your agreement and includes references to their or its respective successors, permitted assigns, executors and administrators; and
all covenants, liabilities, obligations and agreements given or entered into by more than one person are given or entered into jointly and by each of them severally.

Precedence

The documents which make up your agreement should be read in the following order of precedence and any inconsistency interpreted accordingly: -

The Application Form;
The Tariff Sheet;
Fair Use Policy;
These terms and conditions; and
Schedules to these terms and conditions

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SCHEDULE A ????????? Terms relating to the supply of Equipment and Technical Support Services

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